Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-05519

CDI Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania

23-2394430

(State of incorporation)

(I.R.S. Employer

Identification Number)

1717 Arch Street, 35 ^th Floor, Philadelphia, PA 19103-2768

(Address of principal executive offices)

(215) 569-2200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares outstanding of each of the registrant’s classes of common stock as of October 28, 2011 was as follows:


Common stock, $.10 par value per share		19,178,040 shares
Class B common stock, $.10 par value per share		None

CDI CORP.

TABLE OF CONTENTS



Part I:	FINANCIAL INFORMATION

	Item 1.	Financial Statements (Unaudited)

		Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	2

		Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010	3

		Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2011 and 2010	4

		Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	5

		Notes to Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	32

	Item 4.	Controls and Procedures	32

Part II:	OTHER INFORMATION

	Item 1.	Legal Proceedings	33

	Item 1A.	Risk Factors	33

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

	Item 3.	Defaults Upon Senior Securities	33

	Item 4.	(Removed and Reserved )	33

	Item 5.	Other Information	33

	Item 6.	Exhibits	33

SIGNATURE			34

INDEX TO EXHIBITS			35

PART 1. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS (Unaudited )

CDI CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data)


	September 30, 2011			December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	18,203		$	28,746
Accounts receivable, less allowance for doubtful accounts of
$4,014 - September 30, 2011; $5,339 - December 31, 2010		243,667			222,999
Prepaid expenses and other current assets		11,013			8,773
Prepaid income taxes		2,533			2,407
Deferred income taxes		7,407			7,086

Total current assets		282,823			270,011
Property and equipment, net of depreciation of $75,534 - September 30, 2011; $74,423 - December 31, 2010		28,358			31,019
Deferred income taxes		5,329			8,531
Goodwill		61,413			61,054
Other intangible assets, net		18,110			19,020
Other non-current assets		7,653			8,876

Total assets	$	403,686		$	398,511

Liabilities and Shareholders’ Equity
Current liabilities:
Cash overdraft	$	4,307		$	2,970
Short-term debt		17,471			13,900
Accounts payable		29,722			32,910
Accrued compensation and related expenses		47,090			37,493
Other accrued expenses and other current liabilities		13,768			28,110
Accrued customer rebates		6,476			6,923
Income taxes payable		3,262			1,782

Total current liabilities		122,096			124,088
Deferred compensation		8,082			10,239
Other non-current liabilities		4,720			5,257

Total liabilities		134,898			139,584

Commitments and Contingencies (Note 8)
Shareholders’ equity:
Preferred stock, $.10 par value - authorized 1,000,000 shares; none issued		—			—
Common stock, $.10 par value - authorized 100,000,000 shares; issued 21,640,798 shares - September 30, 2011; 21,531,344 shares - December 31, 2010		2,164			2,153
Class B common stock, $.10 par value - authorized 3,174,891 shares; none issued		—			—
Additional paid-in-capital		63,217			60,338
Retained earnings		256,494			248,467
Accumulated other comprehensive income (loss)		(1,025	)		111
Less common stock in treasury, at cost - 2,462,758 shares - September 30, 2011 and December 31, 2010		(52,487	)		(52,487	)

Total CDI shareholders’ equity		268,363			258,582
Noncontrolling interest		425			345

Total shareholders’ equity		268,788			258,927

Total liabilities and shareholders’ equity	$	403,686		$	398,511

See accompanying notes to consolidated financial statements.

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenue	$	272,474		$	249,355		$	791,849		$	678,277
Cost of services		214,732			194,017			622,817			536,729

Gross profit		57,742			55,338			169,032			141,548
Operating and administrative expenses		53,321			50,400			148,154			132,427

Operating profit		4,421			4,938			20,878			9,121
Other expense, net		(63	)		(442	)		(222	)		(520	)
Equity in losses from affiliated companies		—			(312	)		—			(1,080	)

Earnings before income taxes		4,358			4,184			20,656			7,521
Income tax expense		1,496			2,473			5,038			3,396

Net income		2,862			1,711			15,618			4,125
Less: income attributable to the noncontrolling interest		48			32			128			47

Net income attributable to CDI	$	2,814		$	1,679		$	15,490		$	4,078

Basic net earnings attributable to CDI per share	$	0.15		$	0.09		$	0.81		$	0.21
Diluted net earnings attributable to CDI per share	$	0.15		$	0.09		$	0.80		$	0.21

See accompanying notes to consolidated financial statements.

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(Unaudited)

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Common stock
Beginning of period	$	2,163		$	2,148		$	2,153		$	2,143
Stock purchase plan		1			—			5			3
Time-vested deferred stock, stock appreciation rights and restricted stock		—			1			6			3

End of period	$	2,164		$	2,149		$	2,164		$	2,149

Additional paid-in-capital
Beginning of period	$	62,629		$	58,837		$	60,338		$	57,577
Stock-based compensation		588			584			2,879			1,844

End of period	$	63,217		$	59,421		$	63,217		$	59,421

Retained earnings
Beginning of period	$	256,172		$	266,673		$	248,467		$	269,225
Net income attributable to CDI		2,814			1,679			15,490			4,078
Dividends paid to shareholders		(2,492	)		(2,474	)		(7,463	)		(7,425	)

End of period	$	256,494		$	265,878		$	256,494		$	265,878

Accumulated other comprehensive income (loss)
Beginning of period	$	1,383		$	(3,337	)	$	111		$	(1,824	)
Translation adjustments		(2,408	)		1,904			(1,136	)		391

End of period	$	(1,025	)	$	(1,433	)	$	(1,025	)	$	(1,433	)

Treasury stock
Beginning of period	$	(52,487	)	$	(52,366	)	$	(52,487	)	$	(52,366	)

End of period	$	(52,487	)	$	(52,366	)	$	(52,487	)	$	(52,366	)

Noncontrolling interest
Beginning of period	$	440		$	235		$	345		$	141
Contribution from the noncontrolling interest owners		—			68			—			140
Translation adjustments		(63	)		7			(48	)		14
Net income attributable to noncontrolling interest		48			32			128			47

Total	$	425		$	342		$	425		$	342

Comprehensive income
Net income attributable to CDI	$	2,814		$	1,679		$	15,490		$	4,078
Translation adjustments attributable to CDI		(2,345	)		1,897			(1,088	)		377

Comprehensive income attributable to CDI		469			3,576			14,402			4,455
Net income attributable to noncontrolling interest		48			32			128			47
Translation adjustments attributable to noncontrolling interest		(63	)		7			(48	)		14

Comprehensive income (loss) attributable to noncontrolling interest		(15	)		39			80			61

Total	$	454		$	3,615		$	14,482		$	4,516

See accompanying notes to consolidated financial statements.

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Nine Months Ended, September 30,
	2011			2010
Operating activities:
Net income	$	15,618		$	4,125
Adjustments to reconcile net income to cash used in operating activities:
Depreciation		7,319			7,435
Amortization		1,024			527
Deferred income taxes		2,881			(139	)
Equity in losses of affiliated companies		—			1,080
Stock-based compensation		2,291			2,208
Non-cash reduction of legal reserves		(9,698	)		(1,820	)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, net		(21,558	)		(29,124	)
Prepaid expenses and other current assets		(2,280	)		(657	)
Accounts payable		(2,748	)		4,758
Accrued expenses and other current liabilities		4,310			(40	)
Income taxes prepaid/payable		1,354			2,598
Other non-current assets		1,223			(384	)
Deferred compensation		(1,616	)		(108	)
Other non-current liabilities		(537	)		(236	)

Net cash used in operating activities		(2,417	)		(9,777	)

Investing activities:
Additions to property and equipment		(4,946	)		(4,062	)
Reacquired franchise rights		(114	)		(336	)
Acquisition		(290	)		(34,010	)
Other		153			293

Net cash used in investing activities		(5,197	)		(38,115	)

Financing activities:
Dividends paid to shareholders		(7,463	)		(7,425	)
Net proceeds from short-term debt		3,571			8,020
Cash overdraft		1,337			2,375
Contribution to joint venture by noncontrolling interest		—			140

Net cash (used in) provided by financing activities		(2,555	)		3,110

Effect of exchange rate changes on cash and cash equivalents		(374	)		394

Net decrease in cash and cash equivalents		(10,543	)		(44,388	)
Cash and cash equivalents at beginning of period		28,746			73,528

Cash and cash equivalents at end of period	$	18,203		$	29,140

Supplemental disclosure of cash flow information:
Cash paid for interest	$	242		$	2
Cash paid for income taxes, net	$	1,018		$	929

See accompanying notes to consolidated financial statements.

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

1.	Basis of Presentation

The accompanying consolidated interim financial statements of CDI Corp. (“CDI” or “the Company”) are unaudited. The balance sheet as of December 31, 2010 is from the audited balance sheet of the Company at that date. These statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to reports on Form 10-Q and should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended December 31, 2010, as included in the Company’s Form 10-K filed on March 10, 2011. The consolidated financial statements for the unaudited interim periods include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for such interim periods. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Certain prior period information has been reclassified to conform to the current period presentation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the related underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, legal contingencies and assumptions used in the calculations of income taxes. These estimates and assumptions are based on management’s judgment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results will differ, and could differ significantly, from these estimates. Results for the three and nine months ended September 30, 2011 are not necessarily indicative of results that may be expected for the full year.

2.	Recent Accounting Pronouncements

Effective January 1, 2012, the Company is required to adopt the provisions of Accounting Standards Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment (Topic 350) (“ASU 2011-08”) which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The adoption of ASU 2011-08 will not have an impact on the Company’s consolidated financial position, results of operations, or cash flows, as the guidance does not change the impairment calculation.

Effective January 1, 2012, the Company is required to adopt the provisions of ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”) which requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement would present total net income and its components followed consecutively by a second statement that would present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations, or cash flows, as the guidance only changes the presentation of financial information.

3.	Fair Value Disclosures

The Company maintains a nonqualified Deferred Compensation Plan for highly compensated employees. The assets of the plan are held in the name of CDI at a third-party financial institution. Separate accounts are maintained for each participant to reflect the amounts deferred by the participant and all earnings and losses on those deferred amounts. The assets of the plan are held in publicly traded mutual funds. The fair value of the plan assets is calculated using the market price of the mutual funds as of the end of the period.

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

The following tables summarize the assets and liabilities measured at fair value on a recurring basis as of September 30, 2011 and December 31, 2010 by level of the fair value hierarchy:


			Fair Value Measurements At September 30, 2011
Description	Fair Value Measurements at September 30, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Prepaid expenses and other current assets
Mutual funds included in deferred compensation plan ⁽¹⁾		$ 1,825		$ 1,825		$ —		$ —
Other non-current assets
Mutual funds included in deferred compensation plan ⁽²⁾		6,278		6,278		—		—

Total assets		$ 8,103		$ 8,103		$ —		$ —

(1)	Included in “Other accrued expenses and other current liabilities” in the consolidated balance sheet is a corresponding liability of the same amount reflecting balances owed to plan participants.

(2)	Included in “Deferred compensation” in the consolidated balance sheet is a corresponding liability of the same amount reflecting balances owed to plan participants.


			Fair Value Measurements At December 31, 2010
Description	Fair Value Measurements at December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Prepaid expenses and other current assets
Mutual funds included in deferred compensation plan ⁽¹⁾		$ 191		$ 191		$ —		$ —
Other non-current assets
Mutual funds included in deferred compensation plan ⁽²⁾		7,461		7,461		$ —		$ —

Total assets		$ 7,652		$ 7,652		$ —		$ —

(1)	Included in “Other accrued expenses and other current liabilities” in the consolidated balance sheet is a corresponding liability of the same amount reflecting balances owed to plan participants.

(2)	Included in “Deferred compensation” in the consolidated balance sheet is a corresponding liability of the same amount reflecting balances owed to plan participants.

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

4.	Acquisitions

DSPCon

On December 20, 2010, the Company acquired substantially all of the assets and certain liabilities of DSPCon, Inc. (“DSPCon”), headquartered in Bridgewater, New Jersey. DSPCon is a systems engineering and software development firm that develops, sells and services real-time data acquisition and analysis systems for use in applications such as aircraft engine vibration, satellite airframe structural integrity and turbo-machinery performance monitoring. The acquisition was included in the Aerospace vertical which falls within the Engineering Services (“ES”) reporting segment. Pro forma information related to this acquisition is not included because the impact on the Company’s consolidated results of operations is not material.

As of December 31, 2010, the Company’s preliminary goodwill allocation was $5.3 million pending receipt of the final valuation report for identifiable intangible assets. As of June 30, 2011, the Company had retrospectively adjusted the purchase price allocation and reduced goodwill and increased identifiable intangible assets by $2.2 million. The acquired intangible assets, all of which are being amortized, include primarily customer relationships and software technology.

The fair value of the contingent consideration arrangement of $2.1 million was estimated and recorded as of December 31, 2010. That measure is based on significant inputs that are not observable in the market which qualify as significant unobservable inputs (Level 3) on the fair value hierarchy. Key assumptions include a discount rate of 6.2% and probability adjusted level of earnings before interest and taxes (as defined in the acquisition agreement). As of September 30, 2011, the amount recognized for the contingent consideration arrangement has not changed from December 31, 2010.

L. R. Kimball

On June 28, 2010, the Company acquired substantially all of the assets and certain liabilities of L. Robert Kimball & Associates, Inc. and two affiliated companies (collectively, “L.R. Kimball”), a professional services firm headquartered in Ebensburg, Pennsylvania. L.R. Kimball provides architecture, civil and environmental engineering, communication technology and consulting services to governmental, educational and private industry customers, primarily in the mid-Atlantic region. The acquisition broadened both the Company’s service offering portfolio and engineering skill sets. A new vertical, CDI – Infrastructure, was established within the ES reporting segment as a result of this acquisition.

The unaudited, condensed pro forma consolidated statement of operations for the nine months ended September 30, 2010 (assuming the acquisition of L.R. Kimball had occurred as of the beginning of the fiscal period presented) was as follows:


	Nine Months Ended September 30, 2010
Revenue		$ 709,233
Net income attributable to CDI		2,570
Net earnings per share attributable to CDI
Basic		0.14
Diluted		0.13

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

5.	Goodwill and Other Intangible Assets

The following table summarizes the changes in the Company’s carrying value of goodwill and other intangible assets by reporting segment from December 31, 2010 to September 30, 2011:


	December 31, 2010 Net Balance		Additions		Amortization			Translation and Other Adjustments		September 30, 2011 Net Balance
Goodwill:
ES		$ 40,832		$ 290		$ —			$ 58		$ 41,180
Anders ⁽¹⁾		10,670		—		—			9		10,679
MRI		9,552		—		—			2		9,554

Total goodwill		61,054		290		—			69		61,413
Other intangible assets:
Trademarks
MRI		2,165		—		—			—		2,165
ES ⁽²⁾		100		—		(25	)		—		75
ES - indefinite life assets		5,100		—		—			—		5,100

Total trademarks		7,365		—		(25	)		—		7,340
Reacquired franchise rights - MRI ⁽³⁾		489		114		(46	)		—		557
Customer relationships - ES ⁽⁴⁾		10,571		—		(861	)		—		9,710
Developed Technology - ES ⁽⁵⁾		460		—		(69	)		—		391
Non-compete agreements - ES ⁽⁴⁾		135		—		(23	)		—		112

Total other intangible assets		19,020		114		(1,024	)		—		18,110

Total goodwill and other intangible assets		$ 80,074		$ 404		$ (1,024	)		$ 69		$ 79,523

(1)	The Anders net goodwill balance at December 31, 2010 reflects an impairment charge of $8,312 which was taken in 2010.

(2)	The ES trademark balance at September 30, 2011 includes accumulated amortization of $25.

(3)	The MRI net reacquired franchise rights balance at September 30, 2011 includes accumulated amortization of $94.

(4)	The ES net customer relationship and non-compete agreements at September 30, 2011 includes accumulated amortization of $2,249 and $38, respectively.

(5)	The ES developed technology balance at September 30, 2011 includes accumulated amortization of $69.

Goodwill is reviewed at least annually for impairment by comparing the fair value of each reporting unit with its carrying value. The estimated fair value for each reporting unit is calculated based on the projected discounted cash flows of each reporting unit at the date the Company performs the impairment tests (implied fair value). Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. The Company also makes certain assumptions about the future market conditions the reporting units operate in, market prices, interest rates and changes in business strategies.

During the fourth quarter of 2010, the Company’s Anders reporting unit experienced the impact of additional deterioration in the United Kingdom (“UK”) economic environment, specifically in the UK construction industry, which had historically been a more significant portion of the services provided by Anders. As a result of this triggering event, the Company determined that it was necessary to perform an impairment test for Anders. The result of this test determined that the carrying value for the Anders reporting unit exceeded the fair value, which resulted in a goodwill impairment charge of $8.3 million for the fourth quarter of 2010.

Effective July 1, 2011, the Company performed its annual impairment test. Based on the results of the impairment test, the Company determined that there was no impairment of goodwill or other indefinite-lived intangible assets. The Company’s reporting units, with the exception of Infrastructure (L.R. Kimball), which was recorded at fair value on the acquisition date of June 28, 2010, had fair values substantially in excess of their carrying value. The Infrastructure reporting unit had a fair value in excess of its carrying value of approximately 10% and goodwill of $15.6 million. The Company validated the reasonableness of the total fair value of the reporting units under the income approach by reconciling the aggregate fair values of the reporting units to the Company’s total market capitalization, adjusted to include an estimated control premium. There were no triggering events subsequent to July 1, 2011 that required additional testing for any reporting units.

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

6.	Short-Term Borrowings

On October 29, 2010, the Company and its wholly-owned subsidiary, CDI Corporation, entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (the “Bank”). The Credit Agreement established a $35.0 million revolving line of credit facility. This is a short-term credit facility, the term of which was to expire on October 28, 2011 (See Note 11 – Subsequent Events). Borrowings under this line of credit may be used by the Company for general business purposes or for letters of credit.

The Company’s obligations under the Credit Agreement are guaranteed by two indirect subsidiaries of the Company: Management Recruiters International, Inc. and MRI Contract Staffing, Inc. The Bank was granted a security interest in nearly all of the assets of the two borrowing companies and the two guarantors (the “Loan Parties”), as collateral for borrowings under the facility. The Loan Parties also pledged the stock of various subsidiary companies to the Bank, as additional security for any borrowings.

Interest on borrowings under the facility is based on either a Eurodollar rate or an “Alternate Base Rate,” as chosen by the Company each time it wishes to borrow funds. The Eurodollar rate equals LIBOR (as set forth in the Credit Agreement) plus a number of basis points (ranging from 2.25% to 2.75%) depending on the Company’s leverage ratio (which is the ratio of consolidated indebtedness to Consolidated EBITDA, as defined in the Credit Agreement). The Alternate Base Rate equals the greater of (i) the Bank’s prime rate, (ii) the Federal Funds rate plus 0.5% or (iii) the one-month LIBOR plus 1%. Any Eurodollar-based borrowings must be in minimum principal amounts of $2.0 million and in increments of $0.1 million, and any Alternate Base Rate borrowings must be in minimum principal amounts of $0.1 million and in increments of $0.1 million. Fees associated with the facility include a commitment fee of $30 thousand and a facility fee at the rate of 0.25% to 0.375% on the daily amount of the Bank’s commitment.

The Credit Agreement contains restrictive covenants which limit the Company with respect to, among other things, creating liens on its assets, subsidiary indebtedness, acquisitions and investments, mergers and consolidations, dividends, stock repurchases, disposition of assets other than in the ordinary course of business, and changing its line of business. The Credit Agreement also contains financial covenants which require the Company not to exceed a maximum leverage ratio (consolidated indebtedness to Consolidated EBITDA) of 2.5 to 1.0, to maintain a minimum fixed charge coverage ratio of 1.2 to 1.0, and to maintain a minimum liquidity balance (unrestricted cash and cash equivalents plus the amount of the unused credit line) of $20.0 million. The preceding financial covenant terms are as defined in the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement as of September 30, 2011.

At September 30, 2011, the Company had outstanding borrowings of $17.5 million under the Credit Agreement, with a weighted average interest rate of 3.25%, which were borrowed under the Alternate Base Rate option. At September 30, 2011, there was $4.3 million worth of letters of credit outstanding under the Credit Agreement. At September 30, 2011, there was approximately $11.5 million available to borrow under the Credit Agreement. (See Note 11 – Subsequent Events)

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

7.	Earnings Per Share Attributable to CDI

Both basic and diluted earnings attributable to CDI per share for all periods are calculated based on the reported earnings attributable to CDI in the Company’s consolidated statements of operations.

The number of common shares used to calculate basic and diluted earnings per share (“EPS”) for the three and nine months ended September 30, 2011 and 2010 was determined as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Net earnings available to common stockholders	$	2,814	$	1,679	$	15,490	$	4,078
Basic net earnings per share:
Basic weighted average shares		19,169,786		19,032,028		19,132,503		19,007,814
Basic net earnings per share	$	0.15	$	0.09	$	0.81	$	0.21
Diluted net earnings per share:
Basic weighted average shares		19,169,786		19,032,028		19,132,503		19,007,814
Dilutive effect of stock based compensation awards (shares)		167,826		211,806		205,087		203,196

Diluted weighted average shares		19,337,612		19,243,834		19,337,590		19,211,010

Diluted net earnings per share	$	0.15	$	0.09	$	0.80	$	0.21

Outstanding awards granted under both the CDI Corp. 2004 Omnibus Stock Plan (the “Omnibus Plan”) and the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (the “Stock Purchase Plan”) of 984,015 and 839,825 shares were excluded from the computation of EPS for the three months ended September 30, 2011 and 2010, respectively, because their effect would have been anti-dilutive. Outstanding awards granted under both the Omnibus Plan and the Stock Purchase Plan of 811,557 and 873,875 shares were excluded from the computation of EPS for the nine months ended September 30, 2011 and 2010, respectively, because their effect would have been anti-dilutive.

8.	Commitments, Contingencies and Legal Proceedings

Contingencies

On April 1, 2011 the Company received a favorable ruling from the Competition Appeal Tribunal (“CAT”) on the Company’s appeal of the previously disclosed imposed fine by the United Kingdom’s Office of Fair Trading (“OFT”), reducing the fine from $12.3 million (£7.6 million) to $2.5 million (£1.5 million). On May 24, 2011, the OFT indicated that it would not appeal the CAT’s ruling. As a result, the Company reduced the reserve by $9.7 million during the second quarter of 2011 and this reduction was reflected in “Operating and administrative expenses” in the consolidated statements of operations for the nine months ended September 30, 2011. The Company paid the fine (including accumulated interest) of $2.5 million (£1.6 million) on July 7, 2011. The reserve of $12.3 million (£7.6 million) was included in “Other accrued expenses and other current liabilities” in the consolidated balance sheet at December 31, 2010.

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

Legal Proceedings

The Company has litigation and other claims pending which have arisen in the ordinary course of business. Management believes there are substantive defenses and/or insurance and specific accounting reserves established such that the outcome of these pending matters should not have a material adverse effect on the business, financial condition or results of operations of the Company.

9.	Income Taxes

The Company calculates an effective income tax rate each quarter based upon forecasted annual income by jurisdiction, statutory tax rates and other tax-related items. The impact of discrete items is recognized in the interim period in which they occur.

The effective tax rates for the three months ended September 30, 2011 and 2010 were 34.3% and 59.1%, respectively. The 2011 period was favorably impacted by certain discrete tax benefits, including Federal income tax credits under the Hiring Incentives to Restore Employment Act (“HIRE Act”). In addition, the 2011 rate was unfavorably impacted by the impact of projected losses in the UK and Australia for which no tax benefit had been recognized.

The effective tax rates for the nine months ended September 30, 2011 and 2010 were 24.4% and 45.2%, respectively. The effective income tax rate for the nine months ended September 30, 2011 was favorably impacted by a reduction in the reserve for the OFT matter (see Note 8 – Commitments, Contingencies and Legal Proceedings). In addition, the 2011 period was favorably impacted by Federal income tax credits under the HIRE Act, however, these credits were offset by reductions to deferred tax assets for stock-based compensation grants that expired with no corresponding tax benefit. The 2011 rate was unfavorably impacted by losses in the UK and Australia for which no tax benefit has been recognized. The income tax rate for the 2010 period was favorably impacted primarily by a reduction in the reserve for the Department of Justice matter (a previously disclosed legal settlement in June 2010), which was largely not taxable.

10.

Reporting Segments

The Company has four reporting segments: CDI Engineering Solutions (“ES”), CDI Information Technology Solutions (“ITS”), Management Recruiters International (“MRI”), and CDI AndersElite (“Anders”).

ES operates principally through the following four key verticals:

•

CDI-Process and Industrial (“P&I”) – P&I provides a full range of engineering, design, project management, professional staffing, managed staffing and outsourcing solutions to firms in oil, gas, refining, alternative energy, power generation and energy transmission, nuclear, chemicals and heavy manufacturing industries. In addition, P&I offers facility design, project management, engineering, professional staffing and facility start-up services to customers in the pharmaceutical, bio-pharmaceutical and regulated medical services industries.

•

CDI-Government Services (“Government Services”) – Government Services provides a full range of engineering, design and logistics services to the defense industry, particularly in marine design, systems development and military aviation support.

•

CDI-Aerospace (“Aerospace”) – Aerospace provides a full range of engineering, design, project management, systems development, professional staffing and outsourcing solutions to both the commercial and military aerospace markets.

•

CDI-Infrastructure (“Infrastructure”) – Infrastructure provides a full range of architecture, civil and environmental engineering, communication technology and consulting services to governmental, educational and private industry customers, primarily in the mid-Atlantic region.

ITS provides a variety of information technology (“IT”) related services to its customers, which are primarily large and mid-sized companies with significant IT requirements and/or the need to augment their own staff on a flexible basis. Services include staffing augmentation, permanent placement, outsourcing (both onsite, under the customer’s supervision, and offsite) and consulting.

MRI is a global franchisor operating as MRINetwork ^® and provides the use of its trademarks, business systems and training and support services to its franchisees who engage in the search and recruitment of executive, technical, professional and managerial

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

personnel for employment by their customers. The MRI franchisees provide permanent placement services primarily under the brand names Management Recruiters ^® , Sales Consultants ^® , CompuSearch ^® and OfficeMates 5 ^® . MRI also provides training, implementation services and back-office services to enable franchisees to pursue staffing opportunities.

Anders provides contract and permanent placement candidates to customers in the infrastructure environment seeking professionals in building, construction and related professional services through a network of Company offices. Anders maintains offices in the UK and Australia.

For purposes of performance measurement, the Company charges certain expenses directly attributable to the reporting segments and allocates certain expenses and support costs. Support costs consist principally of employee benefit administration, accounting support, IT services and shared service center costs. Operating and administrative expenses that are not directly attributable to the reporting segments are classified as corporate. Identifiable assets of the reporting segments exclude corporate assets. Corporate assets consist principally of cash and certain prepaid expenses, non-trade accounts receivable, deferred tax assets attributable to the reporting segments, property and equipment and other assets.

Segment data is presented in the following table:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenue:
ES	$	152,203		$	134,250		$	430,101		$	354,151
ITS		85,387			85,137			265,558			226,206
MRI		17,706			16,064			50,805			45,534
Anders		17,178			13,904			45,385			52,386

	$	272,474		$	249,355		$	791,849		$	678,277

Operating profit:
ES	$	5,849		$	3,954		$	13,408		$	8,518
ITS		4,192			3,921			11,172			8,583
MRI		2,290			1,925			6,091			5,111
Anders ⁽¹⁾		(354	)		(1,598	)		8,065			(2,932	)
Corporate		(7,556	)		(3,576	)		(17,858	)		(11,239	)

		4,421			4,626			20,878			8,041
Less equity in losses from affiliated companies		—			312			—			1,080

Total operating profit		4,421			4,938			20,878			9,121
Other expense, net		(63	)		(442	)		(222	)		(520	)
Equity in losses from affiliated companies		—			(312	)		—			(1,080	)

Earnings before income taxes	$	4,358		$	4,184		$	20,656		$	7,521

(1)	Includes reduction of OFT fine by $9.7 million (£6.0 million) during the second quarter of 2011 (originally recorded in the third quarter of 2009). See Note 8 – Commitments, Contingencies and Legal Proceedings.

Inter-segment activity is not significant; therefore, revenue reported for each operating segment is substantially all from external customers.

Revenue from one customer, International Business Machine Corporation (IBM), accounted for 20% of total CDI consolidated revenue for the fiscal year ended December 31, 2010. In September 2011, the Company and IBM extended the expiration date of their agreement from October 1, 2011 to December 30, 2011. IBM has recently informed the Company that it has been selected to continue as a supplier.

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

Segment asset data is presented in the table below:


	September 30, 2011		December 31, 2010
Assets:
ES	$	195,853	$	177,009
ITS		92,069		98,364
MRI		28,341		26,698
Anders		26,086		24,581
Corporate		61,337		71,859

	$	403,686	$	398,511

11.

Subsequent Event

On October 26, 2011, the Company and its wholly-owned subsidiary, CDI Corporation, executed an amendment to the Credit Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A. The Amendment provides for the extension of the term of the credit facility from October 28, 2011 to November 30, 2011. The amendment also: (a) reduces the minimum liquidity balance (unrestricted cash and cash equivalents plus the unused amount available for borrowing under the credit facility) required to be maintained by the Company at the end of each fiscal quarter from $20.0 million to $10.0 million, and (b) reduces the minimum liquidity balance required before the Company pays a dividend from $25.0 million to $15.0 million.

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Concerning Forward-Looking Statements

This report (including Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including, but not limited to, statements about our strategies for growth and future financial results (such as revenue, operating profit, cash flow and tax rate), are forward-looking statements. Some of the forward-looking statements can be identified by words like “anticipates,” “believes,” “expects,” “may,” “will,” “could,” “should,” “intends,” “plans,” “estimates” and similar references to future periods. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: weakness in general economic conditions and levels of capital spending by customers in the industries we serve; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our customers’ capital projects or the inability of our customers to pay our fees; the termination or non-renewal of a major customer contract or project; our ability to extend or replace our existing bank credit facility on terms comparable to those currently in place; credit risks associated with our customers; competitive market pressures; the availability and cost of qualified labor; our level of success in attracting, training and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations; the possibility of incurring liability for our business activities, including, but not limited to, the activities of our temporary employees; our performance on customer contracts; negative outcome of pending and future claims and litigation; and government policies, legislation or judicial decisions adverse to our businesses. More detailed information about some of these and other risks and uncertainties may be found in our filings with the SEC, particularly in the “Risk Factors” section in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless the context otherwise requires, all references herein to “CDI,” “the Registrant,” “the Company,” “we,” “us” or “our” are to CDI Corp. and its consolidated subsidiaries.

Executive Overview

Demand for the Company’s contract staffing services, permanent placement services and project engineering services is largely dependent on overall economic conditions as measured by unemployment rates, GDP growth and capital spending plans by clients in the Company’s vertical industries. Results for the quarter ended September 30, 2011 reflect strong underlying operating performance despite challenging economic conditions. The Company grew revenue across all businesses, efficiently managed costs and continued development of certain higher margin business lines and services.

On a year-over-year basis, the Company’s third quarter revenue increased 9.3%. This increased revenue primarily reflects growth in the Company’s Engineering Solutions (ES) segment, particularly in staffing and project outsourcing. To a lesser extent, the Company had robust revenue growth in the AndersElite (Anders) segment and continued staffing growth in the Management Recruiters International, Inc. (MRI) segment.

ES’s third quarter revenue increased 13.4% versus the prior year third quarter due primarily to increases in the Process & Industrial (P&I) and Aerospace verticals, which were slightly offset by decreases in the Infrastructure and Government Services verticals.

Information Technology Solutions’ (“ITS”) third quarter revenue increased 0.3% compared to the prior year third quarter, due primarily to growth in staffing demand in a large national account and permanent placement, substantially offset by decreases in demand for outsourcing projects and the completion of a large staffing project.

MRI’s third quarter revenue increased by 10.2% compared to the prior year third quarter driven primarily by franchisees continuing to grow their staffing services, partially offset by decreases in royalties paid by franchisees.

Anders’ third quarter revenue increased by 23.5% compared to the prior year third quarter driven primarily by increases in contract staffing and permanent placement.

The Company’s total consolidated operating profit for the third quarter 2011 as compared to the third quarter of 2010 decreased by $0.5 million or 10.5% primarily due to the $1.5 million of Hiring Incentives to Restore Employment Act (“HIRE Act”) payroll tax credits in the third quarter of 2010, $0.6 million of severance payments to senior-level executives during the third quarter 2011, partially offset by the increase in gross profit on incremental revenue in the third quarter of 2011.

For the quarter ended September 30, 2011, the Company reported net income of $2.8 million or $0.15 per diluted share versus net income of $1.7 million or $0.09 per diluted share in the prior year third quarter. The Company’s net income increased in the third quarter of 2011 as compared to the third quarter of 2010 primarily due to growth in ES, Anders and MRI, partially offset by the $1.5 million HIRE Act payroll tax credits in the third quarter of 2010 and $0.6 million of severance payments to senior-level executives in the third quarter of 2011. The third quarter 2011 net income includes a $0.3 million HIRE Act income tax credit.

Revenue from one customer, International Business Machine Corporation (IBM), accounted for 20% of total CDI consolidated revenue for the fiscal year ended December 31, 2010. In September 2011, the Company’s current Technical Services Agreement with IBM was extended from October 1, 2011 to December 30, 2011. IBM recently informed the Company that it has been selected to continue as a supplier. The Company expects a new three-year agreement with IBM to be executed during the fourth quarter of 2011.

Consolidated Discussion

In 2011, the Company is undertaking a strategic review of its business strategy. During this period, the Company continues to drive its performance through monitoring key performance indicators.

Key Performance Indicators

The Company assesses its performance by monitoring a number of key performance indicators which include revenue, gross profit dollars, gross profit margin, operating profit, operating profit margin, pre-tax profit, return on net assets and earnings per share.

Revenue is impacted by, among other things, levels of capital spending by customers, particularly in the ES and Anders business segments. Other external factors, such as the general business environment and employment levels, impact the Company’s staffing business. Economic growth or decline typically impacts the demand for labor.

Gross profit dollars and gross profit margin reflect CDI’s ability to realize pricing consistent with the value provided, to address changes in market demand and to control and pass through direct costs. Gross profit margin will shift as a result of the mix of business. The Company is focused on improving margins through efforts to grow new higher margin business and to cycle out of lower margin business. Professional services revenue, consisting of royalties, permanent placement fees and franchise related fees, has a significant impact on gross profit margin since there are generally no associated direct costs.

Operating profit is gross profit less operating and administrative expenses. Operating profit margin reflects the Company’s ability to adjust overhead costs to changing business volumes.

Pre-tax profit is operating profit less other income/expenses, net of adjustments for equity in income/losses from affiliated companies.

Return on net assets (“RONA”) reflects CDI’s ability to generate earnings while optimizing assets deployed in the business. RONA is calculated as the pre-tax earnings for the current quarter and preceding three quarters, divided by the average net assets at the beginning and end of that four quarter period. Net assets include total assets minus total liabilities excluding cash and cash equivalents and income tax accounts. A key driver of RONA is the Company’s ability to manage its accounts receivable, its largest asset.

Consolidated Results of Operations for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010

The table that follows presents changes in revenue by service type along with selected financial information and some key metrics for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,												Increase (Decrease)
	2011			% of Total Revenue			2010			% of Total Revenue			$			%
Revenue
Staffing services	$	192,078			70.5	%	$	173,282			69.5	%	$	18,796			10.8	%
Project outsourcing services		73,450			27.0			70,074			28.1			3,376			4.8
Professional services		6,946			2.5			5,999			2.4			947			15.8

	$	272,474			100.0	%	$	249,355			100.0	%	$	23,119			9.3

Gross profit	$	57,742			21.2	%	$	55,338			22.2	%	$	2,404			4.3
Operating and administrative expenses	$	53,321			19.6		$	50,400			20.2		$	2,921			5.8
Operating profit	$	4,421			1.6		$	4,938			2.0		$	(517	)		10.5
Pre-tax profit	$	4,358			1.6		$	4,184			1.7		$	174			4.2
Net income attributable to CDI	$	2,814			1.0	%	$	1,679			0.7	%	$	1,135			67.6
Cash flow (used in) operations	$	(1,715	)				$	(7,420	)				$	5,705			76.9	%
Effective income tax rate		34.3	%					59.1	%
After-tax return on shareholders’ equity ⁽¹⁾		0.2	%					(1.0	)%
Pre-tax return on net assets ⁽²⁾		3.9	%					0.3	%

(1)	Net income (loss) attributable to CDI for the current quarter combined with the income (loss) attributable to CDI from the three preceding quarters, divided by the average CDI shareholders’ equity at the beginning and end of that four quarter period.

(2)

Earnings (loss) before income taxes for the current quarter combined with the earnings (loss) before income taxes from the three preceding quarters, divided by the average net assets at the beginning and end of that four quarter period. Net assets include total assets minus total liabilities excluding cash and cash equivalents and income tax accounts.

Revenue increased 9.3% for the third quarter of 2011 as compared to the third quarter of 2010 driven by growth in all segments, particularly ES and Anders. ES experienced increases in the P&I and Aerospace verticals, which were slightly offset by decreases in the Infrastructure and Government Service verticals. Anders experienced increases in contract staffing and in permanent placement.

Gross profit increased by 4.3% for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to the increase in revenue . Gross profit margin decreased from 22.2% to 21.2% in the third quarter of 2011 as compared to the third quarter of 2010 primarily due to the shift in mix to lower margin staffing services and the $1.5 million HIRE Act payroll tax credits in the third quarter of 2010.

Operating and administrative expenses were $53.3 million compared to $50.4 million in the prior year third quarter. The increase is primarily due to the strategic consulting expenses and senior-level executive transition costs that the Company incurred in 2011. Operating and administrative expenses decreased as a percentage of revenue in the third quarter of 2011 as compared to the third quarter of 2010, which is a reflection of the improved operating efficiencies and effective cost control efforts.

The Company’s total consolidated operating profit for the third quarter 2011 as compared to the third quarter of 2010 decreased by $0.5 million or 10.5% primarily due to the $1.5 million of HIRE Act payroll tax credits in the third quarter of 2010, $0.6 million of severance payments to senior-level executives during the third quarter 2011, partially offset by the increase in gross profit on incremental revenue in third quarter of 2011.

The effective tax rates for the three months ended September 30, 2011 and 2010 were 34.3% and 59.1%, respectively. The 2011 period is favorably impacted by certain discrete tax benefits, including Federal income tax credits under the HIRE Act. In addition, the rate was unfavorably impacted for the 2011 period by the impact of losses in the UK and Australia on which no tax benefit has been recognized.

Consolidated Results of Operations for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010

The table that follows presents changes in revenue by service type along with selected financial information and some key metrics for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,												Increase
	2011			% of Total Revenue			2010			% of Total Revenue			$		%
Revenue
Staffing services	$	558,800			70.6	%	$	483,436			71.3	%	$	75,364		15.6	%
Project outsourcing services		213,881			27.0			178,314			26.3			35,567		19.9
Professional services		19,168			2.4			16,527			2.4			2,641		16.0

	$	791,849			100.0	%	$	678,277			100.0	%	$	113,572		16.7

Gross profit	$	169,032			21.3	%	$	141,548			20.9	%	$	27,484		19.4
Operating and administrative expenses	$	148,154			18.7		$	132,427			19.5		$	15,727		11.9
Operating profit	$	20,878			2.6		$	9,121			1.3		$	11,757		128.9
Pre-tax profit	$	20,656			2.6		$	7,521			1.1		$	13,135		174.6
Net income attributable to CDI	$	15,490			2.0	%	$	4,078			0.6	%	$	11,412		279.8
Cash flow (used in) operations	$	(2,417	)				$	(9,777	)				$	7,360		75.3	%
Effective income tax rate		24.4	%					45.2	%

Revenue increased 16.7% for the first nine months of 2011 as compared to the first nine months of 2010. ES experienced increases in staffing services in the energy sector and industrial accounts. ES project engineering revenue increased primarily as a result of the acquisitions of the L.R. Kimball and DSPCon businesses on June 28, 2010 and December 20, 2010, respectively. ITS experienced increased staffing services revenue, primarily due to account expansions with larger accounts. MRI also experienced growth in staffing revenue, due to franchisees continuing to grow their staffing services. These increases in revenue were partially offset by decreases in Anders’ staffing services revenue primarily due to the weaker demand in the UK construction industry as well as deterioration in Anders’ transportation business in the first nine months of 2011 as compared to the first nine months of 2010.

Gross profit increased by 19.4% for the first nine months of 2011 when compared to the first nine months of 2010 primarily due to the increase in revenue . Gross profit margin increased from 20.9% to 21.3% in the first nine months of 2011 when compared to the first nine months of 2010, primarily due to the shift in mix to higher margin projects in the Infrastructure, Aerospace and P&I verticals of ES.

Operating and administrative expenses for the first nine months of 2011 were $148.2 million compared to $132.4 million in the first nine months of 2010. The increase in operating and administrative expenses during the first nine months of 2011 as compared to the first nine months of 2010 is due primarily to the increase in expenses associated with the operations of our new Infrastructure vertical and DSPCon, and increases in variable personnel costs related to increased business volume; a gain of $1.8 million associated with a reduction in the reserve recorded for a legal settlement in June 2010; partially offset by the United Kingdom’s Office of Fair Trading (“OFT”) fine reduction of $9.7 million in the second quarter of 2011 (see Note 8 – Commitments, Contingencies and Legal Proceedings).

Operating profit increased by $11.8 million for the first nine months of 2011 when compared to the first nine months of 2010. The increase in operating profit during the first nine months of 2011 as compared to the first nine months of 2010 is due primarily to increases in revenues and the OFT fine reduction in the second quarter 2011. This increase was partially offset by a gain of $1.8 million described above, expiration of the HIRE Act payroll tax credit, which had an impact of $3.1 million in the first nine months of 2010, as well as increases in personnel related costs required to support the higher volume of revenue.

favorably impacted primarily by a reduction in the reserve for the Department of Justice matter (a previously disclosed legal settlement in June 2010), which was largely not taxable.

Segment Discussion

Results of Operations

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for ES for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,										Increase
	2011					2010					Increase
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$		%
Revenue
Staffing services	$	85,606		56.2	%	$	71,930		53.5	%	$	13,676		19.0	%
Project outsourcing services		65,995		43.4			61,831		46.1			4,164		6.7
Professional services		602		0.4			489		0.4			113		23.1

		152,203		100.0			134,250		100.0			17,953		13.4
Cost of services		120,959		79.5			105,160		78.3			15,799		15.0

Gross profit		31,244		20.5			29,090		21.7			2,154		7.4
Operating and administrative expenses		25,395		16.7			25,136		18.8			259		1.0

Operating profit	$	5,849		3.8	%	$	3,954		2.9	%	$	1,895		47.9	%

ES’s revenue increased during the third quarter of 2011 as compared to the third quarter of 2010 primarily due to:

•

strong growth in staffing services provided to customers in the energy sector and industrial accounts,

•

increases in project outsourced engineering services in our P&I vertical,

•

higher Aerospace services, primarily as a result of the DSPCon acquisition and growth in commercial aviation,

•

partially offset by declines in Infrastructure projects and government services.

ES’s gross profit dollars increased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to higher business volumes partially offset by a higher mix of lower margin staffing revenue. Gross profit margin decreased slightly primarily due to higher mix of lower margin staffing revenue and the $0.5 million HIRE Act payroll tax credit in the third quarter of 2010.

ES’s operating profit increased by $1.9 million for the third quarter of 2011 as compared to the third quarter of 2010. The increase is due to higher revenue and lower expense growth partly offset by lower gross profit margin due to business mix as well as the $0.5 million HIRE Act payroll tax credit in the third quarter of 2010.

The following table presents changes in revenue for each of ES’s verticals for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,
	2011					2010					Increase (Decrease)
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
CDI-P&I	$	104,758		68.8	%	$	87,100		64.9	%	$	17,658			20.3	%
CDI-Government Services		19,467		12.8			20,036		14.9			(569	)		(2.8	)
CDI-Aerospace		14,500		9.5			12,262		9.1			2,238			18.3
CDI-Infrastructure		13,478		8.9			14,852		11.1			(1,374	)		(9.3	)

	$	152,203		100.0	%	$	134,250		100.0	%	$	17,953			13.4	%

Revenue in the P&I vertical increased in the third quarter of 2011 as compared to the third quarter of 2010 due primarily to increases in staffing services in the energy sector and industrial accounts as well as project outsourced engineering services increases in our U.S. Gulf Coast operations in the chemical industry.

Revenue in the Government Services vertical decreased in the third quarter of 2011 as compared to the third quarter of 2010 reflecting a reduction in Federal funding for projects in our sectors.

Revenue in the Aerospace vertical increased in the third quarter of 2011 as compared to the third quarter of 2010 primarily due to the inclusion of a full three months of results in the third quarter of 2011 as a result of the acquisition of DSPCon in December of 2010 and growth in commercial aviation.

Revenue in the Infrastructure vertical decreased in the third quarter of 2011 as compared to the third quarter of 2010 primarily due to constraints on government spending at the state and local levels on schools, roads, bridges and other civil infrastructure projects.

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for ES for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,										Increase
	2011					2010					Increase
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$		%
Revenue
Staffing services	$	236,879		55.1	%	$	198,158		55.9	%	$	38,721		19.5	%
Project outsourcing services		191,347		44.5			154,958		43.8			36,389		23.5
Professional services		1,875		0.4			1,035		0.3			840		81.2

		430,101		100.0			354,151		100.0			75,950		21.4
Cost of services		338,477		78.7			285,259		80.5			53,218		18.7

Gross profit		91,624		21.3			68,892		19.5			22,732		33.0
Operating and administrative expenses		78,216		18.2			60,374		17.1			17,842		29.6

Operating profit	$	13,408		3.1	%	$	8,518		2.4	%	$	4,890		57.4	%

ES’s revenue increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to:

•

strong growth in staffing services provided to customers in the energy sector and industrial accounts,

•

increases in revenue related to the acquisitions of L.R. Kimball and DSPCon,

•

project outsourcing services growth in our P&I vertical,

•

partially offset by reductions and delays in government funded work.

ES’s gross profit dollars increased during the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the increase in revenue driven primarily by the acquisition of L.R. Kimball (Infrastructure vertical) in June of 2010 and DSPCon (Aerospace vertical) in December of 2010. Gross profit margin increased primarily due to the shift in mix to higher margin projects in the Infrastructure, Aerospace and P&I verticals, partially offset by $1.1 million HIRE Act payroll tax credits in the first nine months of 2010.

ES’s operating and administrative expenses increased during the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the increase in expenses associated with the operations of our new Infrastructure vertical and DSPCon, increases in variable personnel costs related to increased business volume, as well as a gain of $1.8 million associated with a reduction in the reserve recorded for a legal settlement in June 2010.

ES’s operating profit increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the increase in revenue and increase in higher margin project business in the P&I, Infrastructure and Aerospace verticals partially offset by the 2010 HIRE Act payroll tax credits and 2010 reversal of a legal settlement reserve described above.

The following table presents changes in revenue for each of ES’s verticals for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,										Increase (Decrease)
	2011					2010					Increase (Decrease)
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
CDI-P & I	$	289,512		67.4	%	$	242,198		68.4	%	$	47,314			19.5	%
CDI-Government Services		56,842		13.2			59,895		16.9			(3,053	)		(5.1	)
CDI-Aerospace		43,579		10.1			36,513		10.3			7,066			19.4
CDI-Infrastructure		40,168		9.3			15,545		4.4			24,623			158.4

	$	430,101		100.0	%	$	354,151		100.0	%	$	75,950			21.4	%

Revenue in the P&I vertical increased during the first nine months of 2011 as compared to the first nine months of 2010 primarily due to increases in staffing services in the oil and gas, energy and industrial sectors, as well as new engineering outsourcing account wins.

Revenue in the Government Services vertical decreased during the first nine months of 2011 as compared to the first nine months of 2010 primarily due to a reduction and delays in Federal funding for projects in our sector.

Revenue in the Aerospace vertical increased during the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the inclusion of a full nine months of DSPCon results in the current period due to our acquisition of them in December of 2010 and growth in commercial aviation.

The Infrastructure vertical was added to the ES business segment in the second quarter of 2010 with the June 28, 2010 purchase of substantially all of the assets and certain liabilities of L.R. Kimball. The revenues for the first nine months of 2011 reflect the revenues of the business for the full nine months of 2011 in the amount of $40.2 million, while the revenues for the first nine months of 2010 include revenues from June 28, 2010 to September 30, 2010 of $15.5 million.

ITS

Results of Operations

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for ITS for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,
	2011					2010					Increase (Decrease)
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
Staffing services	$	77,360		90.6	%	$	76,747		90.1	%	$	613			0.8	%
Project outsourcing services		7,455		8.7			8,243		9.7			(788	)		(9.6	)
Professional services		572		0.7			147		0.2			425			289.1

		85,387		100.0			85,137		100.0			250			0.3
Cost of services		71,118		83.3			70,479		82.8			639			0.9

Gross profit		14,269		16.7			14,658		17.2			(389	)		(2.7	)
Operating and administrative expenses		10,077		11.8			10,737		12.6			(660	)		(6.1	)

Operating profit	$	4,192		4.9	%	$	3,921		4.6	%	$	271			6.9	%

ITS’s revenue was essentially flat for the third quarter of 2011 as compared to the third quarter of 2010. ITS revenue increased due primarily to growth in staffing demand on a large national account and increases in permanent placement, substantially offset by decreases in demand for outsourcing projects and the completion of a major staffing project.

ITS’s gross profit dollars and gross profit margin decreased for the third quarter of 2011 as compared to the third quarter of 2010, primarily due to the $0.9 million HIRE Act payroll tax credits in the third quarter of 2010, partially offset by increases in higher margin permanent placement revenue.

ITS’s operating and administrative expenses decreased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to a reversal of a reserve due to a favorable state sales tax ruling of $0.4 million, cost reduction efforts and lower commission expenses.

ITS’s operating profit increased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to net increases in business volumes combined with reductions in operating expenses, as well as reversal of a reserve due to a favorable state sales tax ruling of $0.4 million, partially offset by the $0.9 million HIRE Act payroll tax credits in the third quarter of 2010.

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for ITS for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,
	2011					2010					Increase (Decrease)
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
Staffing services	$	241,961		91.1	%	$	202,392		89.5	%	$	39,569			19.6	%
Project outsourcing services		22,534		8.5			23,356		10.3			(822	)		(3.5	)
Professional services		1,063		0.4			458		0.2			605			132.1

		265,558		100.0			226,206		100.0			39,352			17.4
Cost of services		222,797		83.9			187,270		82.8			35,527			19.0

Gross profit		42,761		16.1			38,936		17.2			3,825			9.8
Operating and administrative expenses		31,589		11.9			30,353		13.4			1,236			4.1

Operating profit	$	11,172		4.2	%	$	8,583		3.8	%	$	2,589			30.2	%

ITS’s revenue increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to increases in staffing services, which was largely driven by account expansions with larger accounts.

ITS’s gross profit dollars increased for the first nine months of 2011 as compared to the first nine months of 2010, primarily due to increases in revenue. ITS’s gross profit margin was lower due to the shift in mix to lower margin staffing and the $1.6 million HIRE Act payroll tax credits in the first nine months of 2010.

ITS’s operating and administrative expenses increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to increased business volume, partially offset by cost reduction efforts and lower commission expenses as well as a reversal of a reserve due to a favorable state sales tax ruling of $0.4 million in the third quarter of 2011.

ITS’s operating profit increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to increased business volumes, partially offset by the shift in mix to lower margin staffing, $1.6 million HIRE Act payroll tax credits in the first nine months of 2010, and a reversal of a reserve due to a favorable state sales tax ruling of $0.4 million in the third quarter of 2011.

MRI

Results of Operations

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for MRI for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,
	2011					2010					Increase (Decrease)
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
Staffing services	$	13,436		75.9	%	$	11,516		71.7	%	$	1,920			16.7	%
Professional services		4,270		24.1			4,548		28.3			(278	)		(6.1	)

		17,706		100.0			16,064		100.0			1,642			10.2
Cost of services		9,425		53.2			7,275		45.3			2,150			29.6

Gross profit		8,281		46.8			8,789		54.7			(508	)		(5.8	)
Operating and administrative expenses		5,991		33.9			6,864		42.7			(873	)		(12.7	)

Operating profit	$	2,290		12.9	%	$	1,925		12.0	%	$	365			19.0	%

MRI’s revenues increased for the third quarter of 2011 as compared to the third quarter of 2010 due primarily to franchisees continuing to grow their staffing services, reflecting ongoing demand for skilled contingent professionals, partially offset by a decrease in royalties paid by our franchisees.

MRI’s gross profit dollars and gross profit margin decreased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to the shift in mix to lower margin staffing.

MRI’s operating and administrative expenses decreased for the third quarter of 2011 as compared to the third quarter of 2010 due primarily to cost reduction efforts.

MRI’s operating profit increased for the third quarter of 2011 as compared to the third quarter of 2010 driven primarily by the growth in staffing revenues and reduction in operating and administrative expenses, partially offset by the shift toward lower margin contract staffing.

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for MRI for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,
	2011					2010					Increase (Decrease)
(in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
Staffing services	$	38,385		75.6	%	$	33,114		72.7	%	$	5,271			15.9	%
Professional services		12,420		24.4			12,420		27.3			—			—

		50,805		100.0			45,534		100.0			5,271			11.6
Cost of services		26,489		52.1			21,478		47.2			5,011			23.3

Gross profit		24,316		47.9			24,056		52.8			260			1.1
Operating and administrative expenses		18,225		35.9			18,945		41.6			(720	)		(3.8	)

Operating profit	$	6,091		12.0	%	$	5,111		11.2	%	$	980			19.2	%

MRI’s revenue increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to franchisees continuing to grow their staffing services, reflecting ongoing demand for skilled contingent professionals.

MRI’s gross profit dollars increased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the increase in revenues. MRI’s gross profit margin decreased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the shift in mix to lower margin staffing.

MRI’s operating and administrative expenses decreased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to cost reduction efforts.

MRI’s operating profit increased for the first nine months of 2011 as compared to the first nine months of 2010 driven primarily by increases in revenues and growth in staffing services and reduction in operating and administrative expenses partially offset by the shift toward lower margin contract staffing.

Anders

Results of Operations

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating loss for Anders for the three months ended September 30, 2011 and 2010 in U.S. dollars:


	Three months ended September 30,
	2011						2010						Increase (Decrease)
(US dollars in thousands)	$			% of Total Revenue			$			% of Total Revenue			$			%
Revenue
Staffing services	$	15,676			91.3	%	$	13,089			94.1	%	$	2,587			19.8	%
Professional services		1,502			8.7			815			5.9			687			84.3

		17,178			100.0			13,904			100.0			3,274			23.5
Cost of services		13,230			77.0			11,103			79.9			2,127			19.2

Gross profit		3,948			23.0			2,801			20.1			1,147			40.9
Operating and administrative expenses		4,302			25.0			4,399			31.6			(97	)		(2.2	)

Operating loss	$	(354	)		(2.1	)%	$	(1,598	)		(11.5	)%	$	1,244			77.8	%

The following table presents Anders’ results on a local currency basis (i.e., British pounds) for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,
	2011						2010						Increase (Decrease)
(British pounds in thousands)	£			% of Total Revenue			£			% of Total Revenue			£			%
Revenue
Staffing services	£	9,716			91.3	%	£	8,454			94.1	%	£	1,262			14.9	%
Professional services		931			8.7			528			5.9			403			76.3

		10,647			100.0			8,982			100.0			1,665			18.5
Cost of services		8,200			77.1			7,172			79.9			1,028			14.3

Gross profit		2,447			22.9			1,810			20.1			637			35.2
Operating and administrative expenses		2,663			24.9			2,847			31.6			(184	)		(6.5	)

Operating loss	£	(216	)		(2.0	)%	£	(1,037	)		(11.5	)%	£	821			79.2	%

Anders’ staffing services revenue increased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to an increase in contract staffing business in the UK. The increase in professional services revenue during the third quarter of 2011 as compared to the third quarter of 2010 was primarily due to growth in permanent placement services.

Anders’ gross profit pounds and gross profit margin increased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to the growth in revenue and shift in mix to higher margin professional services.

Anders’ operating and administrative expenses decreased in the third quarter of 2011 as compared to the third quarter of 2010 due primarily to the cost reduction efforts.

Anders’ operating loss decreased for the third quarter of 2011 as compared to the third quarter of 2010 primarily due to growth in contract staffing and permanent placement services revenue.

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit (loss) for Anders for the nine months ended September 30, 2011 and 2010 in U.S. dollars:


	Nine months ended September 30,
	2011					2010						Increase (Decrease)
(US dollars in thousands)	$		% of Total Revenue			$			% of Total Revenue			$			%
Revenue
Staffing services	$	41,575		91.6	%	$	49,772			95.0	%	$	(8,197	)		(16.5	)%
Professional services		3,810		8.4			2,614			5.0			1,196			45.8

		45,385		100.0			52,386			100.0			(7,001	)		(13.4	)
Cost of services		35,054		77.2			42,722			81.6			(7,668	)		(17.9	)

Gross profit		10,331		22.8			9,664			18.4			667			6.9
Operating and administrative expenses ⁽¹⁾		2,266		5.0			12,596			24.0			(10,330	)		(82.0	)

Operating profit (loss)	$	8,065		17.8	%	$	(2,932	)		(5.6	)%	$	10,997			NM	%

(1)	Includes reduction of OFT fine by $9.7 million (£6.0 million) during the second quarter of 2011 (original reserve recorded in the third quarter of 2009). See Note 8 - Commitments, Contingencies and Legal Proceedings in Notes to Consolidated Financial Statements.

NM	– Not meaningful.

The following table presents Anders’ results on a local currency basis (i.e., British pounds) for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,
	2011					2010						Increase (Decrease)
(British pounds in thousands)	£		% of Total Revenue			£			% of Total Revenue			£			%
Revenue
Staffing services	£	25,768		91.6	%	£	32,405			95.0	%	£	(6,637	)		(20.5	)%
Professional services		2,363		8.4			1,707			5.0			656			38.4

		28,131		100.0			34,112			100.0			(5,981	)		(17.5	)
Cost of services		21,727		77.3			27,815			81.6			(6,088	)		(21.9	)

Gross profit		6,404		22.7			6,297			18.4			107			1.7
Operating and administrative expenses ⁽¹⁾		1,392		4.9			8,202			24.0			(6,810	)		(83.0	)

Operating profit (loss)	£	5,012		17.8	%	£	(1,905	)		(5.6	)%	£	6,917			NM	%

(1)	Includes reduction of OFT fine by £6.0 million during the second quarter of 2011 (original reserve recorded in the third quarter of 2009). See Note 8 – Commitments, Contingencies and Legal Proceedings in Notes to Consolidated Financial Statements.

NM	– Not meaningful.

Anders’ staffing services revenue decreased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the overall weaker demand in the UK construction industry and deterioration in Anders’ transportation business, particularly in the first six months. The increase in professional services revenue was primarily due to growth in permanent placement.

Anders’ gross profit pounds and gross profit margin slightly increased for the first nine months in 2011 as compared to the first nine months of 2010 primarily due to shift in mix to higher margin professional services.

Anders’ operating and administrative expenses decreased for the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the reduction in reserves resulting from the successful appeal in April 2011 of the level of fine imposed by the OFT. (See Note 8 – Commitments, Contingencies and Legal Proceedings in Notes to Consolidated Financial Statements).

Anders’ results reflect an operating profit for the first nine months of 2011 as compared to a loss for the first nine months of 2010 primarily due to the reduction of the reserve for the OFT fine described above and to a lesser extent, the impact of the cost reduction measures in the 2011 period.

Liquidity and Capital Resources

The following table summarizes the net cash provided by (used in) for the major captions from the Company’s consolidated statements of cash flows:


	Nine months ended September 30,
	2011			2010			Change
Operating Activities	$	(2,417	)	$	(9,777	)	$	7,360
Investing Activities		(5,197	)		(38,115	)		32,918
Financing Activities		(2,555	)		3,110			(5,665	)

Operating Activities

For the first nine months of 2011, net cash used in operating activities decreased $7.4 million as compared to the first nine months of 2010 primarily due to the increase in net income, excluding non-cash items, and a decrease in cash used for working capital requirements.

Investing Activities

For the first nine months of 2011, the Company used $32.9 million less net cash in investing activities as compared to the first nine months of 2010 primarily due to the $34.0 million use of cash for the acquisition of L.R. Kimball in June of 2010, partially offset by the increase in capital expenditures of $0.9 million.

Financing Activities

For the first nine months of 2011, the Company used $5.7 million more net cash in financing activities as compared to the first nine months of 2010 primarily due to less net borrowings under short-term financing arrangements. The Company’s payments of dividends were relatively consistent on a year-over-year basis. The declaration and payment of future dividends will be at the discretion of the Company’s Board of Directors and will depend upon many factors including the Company’s earnings, financial condition and capital requirements.

The Company’s Credit Agreement with JP Morgan Chase Bank, N.A. provides for a $35.0 million revolving line of credit facility. This is a short-term facility, the term of which was to expire on October 28, 2011. As of September 30, 2011, $17.5 million of short-term borrowing and $4.3 million of letters of credit were issued under the Credit Agreement. On October 26, 2011, the Company and its wholly-owned subsidiary, CDI Corporation, executed an amendment to the Credit Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A. The Amendment provides for the extension of the term of the credit facility from October 28, 2011 to November 30, 2011. The amendment also: (a) reduces the minimum liquidity balance (unrestricted cash and cash equivalents plus the unused amount available for borrowing under the credit facility) required to be maintained by the Company at the end of each fiscal quarter from $20.0 million to $10.0 million, and (b) reduces the minimum liquidity balance required before the Company pays a dividend from $25.0 million to $15.0 million. The Company is evaluating options to address the expiration of the Credit Facility on November 30, 2011, including refinancing with a new credit facility or other borrowings.

Summary

As of September 30, 2011, approximately 76% of the Company’s cash and cash equivalents are held by certain non-U.S. subsidiaries, principally a Canadian entity, as well as being denominated in foreign currencies, principally Canadian dollars. The repatriation of cash and cash equivalent balances from non-U.S. subsidiaries could have adverse tax consequences; however, such cash and cash equivalent balances are generally available, without legal restrictions, to fund ordinary business operations at the local level. Deferred income taxes have not been provided on the unremitted earnings of such non-U.S. subsidiaries, because it is management’s intention to reinvest such earnings in non-U.S. subsidiaries for the foreseeable future.

The Company’s business model is expected to generate positive cash flow over the business cycle. However, changes in level of business activity, and to a lesser extent, seasonality, do impact working capital needs and cash flow. In addition, the uncertain global economy could continue to cause delays in customer payments which could lead to a slower collections process, causing a temporary

decline in operating cash flow. While there is no assurance, management believes that the Company’s current cash balances, funds generated from operations and unused borrowing capacity will be sufficient to support currently anticipated Company growth and ongoing capital needs.

Critical Accounting Policies and Estimates

The Company’s consolidated interim financial statements were prepared in accordance with generally accepted accounting principles, which require management to make subjective decisions, assessments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting judgment increases such judgments become even more subjective. While management believes its assumptions are reasonable and appropriate, actual results may be materially different than estimated. The critical accounting estimates and assumptions identified in the Company’s 2010 Annual Report on Form 10-K filed on March 10, 2011 with the Securities and Exchange Commission have not materially changed.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to risks associated with foreign currency fluctuations and changes in interest rates. The Company’s exposure to foreign currency fluctuations relates primarily to its operations denominated in British pounds sterling and Canadian dollars. Exchange rate fluctuations impact the U.S. dollar value of reported earnings derived from these foreign operations, as well as the Company’s investment in the net assets related to these operations. The Company did not enter into any foreign exchange contracts in the first nine months of 2011. At September 30, 2011 there were no outstanding foreign exchange contracts or other hedging instruments.

The Company’s cash balances are primarily invested in money market investments at variable rates. Due to the Company’s cash balance, interest rate fluctuations will affect the Company’s return on its investments.

The Company’s short-term borrowings are subject to interest at variable rates as specified in the Credit Agreement. Interest rate fluctuations will affect the Company’s interest expense on its borrowings.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedures

The management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2011. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s third quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

There have been no material changes from the risk factors disclosed in the “Risk Factors” section (Part I, Item 1A) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

(Removed and Reserved)

Item 5.

Other Information

None.

Item 6.

Exhibits

The list of exhibits in the Index to Exhibits to this report is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CDI Corp.

Date: November 3, 2011	By:	/s/ Robert M. Larney
		Robert M. Larney
		Executive Vice President and
		Chief Financial Officer

INDEX TO EXHIBITS


Number		Exhibit

10.1		Amendment to Technical Services Agreement Statement of Work dated September 3, 2011 between CDI Corporation and International Business Machines Corporation.

10.2*		Non-Competition Agreement and Release and Waiver of Claims dated July 1, 2011 between Joseph R. Seiders and CDI Corporation.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**



(101.INS)		XBRL Instance Document



(101.SCH)		XBRL Taxonomy Extension Schema Document



(101.CAL)		XBRL Taxonomy Extension Calculation Linkbase Document



(101.DEF)		XBRL Taxonomy Extension Definition Linkbase Document



(101.LAB)		XBRL Taxonomy Extension Label Linkbase Document



(101.PRE)		XBRL Taxonomy Extension Presentation Linkbase Document

*	Constitutes a management contract or compensatory plan or arrangement.

Pursuant to Regulation S-T, these interactive data files are deemed not filed or incorporated in any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

Exhibit 10.1

International Business Machines Corporation

Global Technical Services Council

3039 Cornwallis Road Bldg 002/Rm 210

Research Triangle Park NC 27709-2195

Attention: Shyra Laws-Daniels - Phone (919) 486-2316


Date:		September 19, 2011

To:		CDI Corporation

From:		Daniel Schaefer
		US Sourcing Manager, Technical Services
		Integrated Supply Chain

Subject:		Amendment to Extend the Expiration Date of Technical Services Agreement Statement of Work #4908021177-005

Dear Supplier,

This letter serves as Amendment No. 006 to the above subject Agreement which the parties thereto do mutually agree to amend as follows:

The parties agree to extend the Expiration Date of the SOW through the end of the year. The current language in Section 4.1 “Term” of the SOW will be replaced with the following:

The term of this SOW shall begin on the Effective Date and shall remain in effect until the later of December 30, 2011 (“Expiration Date”) or until Deliverables and Services are completed (“Term”).

Except as amended herein, all other terms and conditions of the subject Agreement shall remain in full force and effect.

The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by its terms and conditions. Further, they agree that this Amendment and the subject Agreement are the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreements, oral or written, and all other communications between the parties relating to this subject.

Please have your authorized representative indicate acceptance thereof by signing both copies of the Amendment and returning both copies (via overnight air) by September 23, 2011 to the attention of Shyra Laws-Daniels at the address above.


ACCEPTED AND AGREED TO: International Business Machines Corporation 3039 Cornwallis Road Research Triangle Park, NC 27709-2195		ACCEPTED AND AGREED TO: CDI Corporation 17177 Preston Road Suite 300 Dallas, TX 75245
By:		By:

/s/ Daniel J Schaefer	9/27/11	/s/ Dirk A Dent	9/20/2011

Buyer Signature	Date	Supplier Signature	Date

Daniel J. Schaefer		Dirk A Dent

Printed Name		Printed Name
US Sourcing Manager-Technical Services,
Integrated Supply Chain		EVP, CDI ITS

Title & Organization		Title & Organization

Very truly yours,

Daniel Schaefer

US Sourcing Manager, Technical Services

Exhibit 10.2

NON-COMPETITION AGREEMENT

and

RELEASE AND WAIVER OF CLAIMS

THIS IS A NON-COMPETITION AGREEMENT and RELEASE AND WAIVER OF CLAIMS (hereinafter referred to as “Agreement”) made this 1st day of July 2011, by and between CDI Corporation (hereinafter referred to as “Company”) and Joseph R. Seiders (hereinafter referred to as “Seiders”) which is entered into in connection with the termination of Seiders’ role as Chief Legal Officer and Secretary as of May 17, 2011 and Seiders’ employment with Company as of September 30, 2011 (“Termination Date”).

1. Consideration.

(a)

As consideration for Seiders’ continued employment, Company agrees to pay Seiders the amount set forth in paragraph 2, below.

(b)

As consideration for Seiders’ non-competition and release undertakings and his other undertakings set forth herein and pursuant to the terms of the Company’s Executive Severance Arrangement, Company agrees to pay Seiders twenty six bi-weekly payments of $11,025.60 each beginning October 1, 2011. Such bi-weekly payments will be made in conjunction with Company’s regular pay cycle and for any bi-weekly period in which Seiders is not required to be paid pursuant to the foregoing for two full weeks (i.e., the first and last pay cycle of this period), his bi-weekly payment may be prorated accordingly so that the total payments over the twelve month period are equal to $286,665.60.

(c)

Beginning on the first of the month following the Termination Date and continuing for twelve months, Company agrees to pay the same portion of the premium for Health Benefits coverage for Seiders and Seiders’ current eligible dependents that Company was paying immediately prior to the Termination Date, so long as Seiders continues to pay the regular employee share of such premium. When Seiders becomes eligible for COBRA, effective May 1, 2012, this payment will be contingent upon Seiders electing the COBRA coverage and will continue for so long as Seiders maintains COBRA coverage but not beyond the twelve month period ending October 31, 2012. Nothing in this Section shall be deemed to require the Company to reimburse Seiders for any deductibles, co-pays or other similar type payments incurred by Seiders relating to the Health Benefits. Following the twelve month period after the Termination Date, Seiders shall be responsible for the full COBRA cost of the group health plan benefits for himself and his eligible dependents through the remainder of his COBRA eligibility period (October 31, 2013).


				BDS				JRS
				Company				Seiders

(d)

Continue Seiders Basic Life Insurance coverage through the earlier of the twelve month anniversary of the Termination Date or the date on which Seiders secures new employment.

(e)

Pay for or reimburse Seiders for outplacement services at a cost not to exceed $15,000 that have been incurred prior to the earlier of the twelve month anniversary of the Termination Date or the date on which Seiders secures new employment;

(f)

Should Seiders secure another employment position, the Company shall have the right to cease, in its sole discretion, any additional severance payments, outplacement services fees, Health Benefits and any Company payments for Health Benefits and COBRA continuation or life insurance benefits for the period following Seiders’ attainment of other employment.

(g)

Pursuant to their terms, (i) Seiders’ units granted pursuant to the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (the “SPP Plan”) shall vest and be converted to shares of CDI Stock (as defined in the SPP Plan) on April 1, 2012; (ii) Seiders’ outstanding unvested Stock Appreciation Rights will vest upon Retirement, October 1, 2011, and will be exercisable for six months after Retirement; (iii) Seiders’ outstanding unvested Time Vested Deferred Stock grants will have 20% of the original number of shares granted vested on April 1, 2012. All vesting of shares and/or exercises will be net of tax withholdings. All remaining unvested shares, after the above described transactions, will be forfeited.

Company’s obligations under this Section 1 are contingent upon (i) Seiders’ execution of this Agreement and compliance with the terms of this Agreement, (ii) within five days following the Termination Date, Seiders’ execution of the release attached as Exhibit A hereto, (iii) the seven (7) day revocation period provided in Section 8, below, having expired and (iv) Seiders having not exercised that right of revocation.

2. Seiders agrees to continue to perform services as an employee to the Company through September 30, 2011. Seiders will perform such services as he currently performs and in a manner and location as reasonably requested by the Chief Administrative Officer. Seiders will provide such services to the Company on a reasonably satisfactory basis and will be compensated at his current salary and benefits.

-2-


				BDS				JRS
				Company				Seiders

3. From the date hereof through the twelve month period following his Termination Date, Seiders agrees that he will not:

(a)

Directly or indirectly hire or cause to be hired, or solicit, interfere with or attempt to entice away from Company, any individual who is then an employee of Company or, in the case of a person being hired, was an employee of Company within twelve months prior to the date of such hire;

(b)

Directly or indirectly, contact, solicit, interfere with or attempt to entice away from Company any customer of Company on behalf of a business which competes with Company;

(c)

Own, manage, operate, finance, join, control, or participate in the ownership, management, operation, financing or control of, or be connected directly or indirectly, as proprietor, partner, shareholder (other than ownership of not more than two percent of a company’s outstanding capital stock), director, officer, executive, employee, agent, creditor, consultant, independent contractor, joint venturer, investor, representative, trustee or in any other capacity or manner whatsoever with any business engaged in any of the following activities: that provides candidates or personnel to customers on a direct, contract or temporary basis; which provides technology and/or administration to assist in the coordination of such services provided by multiple vendors; which provides services related to either of the foregoing; which provides architectural, engineering, design, drafting, construction management or related services to customers in the government sector (including the military) or in the aerospace, chemicals, refining, pipeline, power generation, telecommunications, heavy manufacturing, gas gathering and processing, life sciences or any other industry serviced by the Company; or which provides systems and network support, upgrades and migrations; desk-side support; help desk support; data processing; software development or related services to customers. This provision, Section 3 (c) shall apply throughout the United States and in any other geographical market that the Company is then conducting business.

(d)

Seiders acknowledges that the restrictions contained in this Section 3 are reasonably designed to protect the Company’s legitimate business interests. Should Seiders breach any provisions of this Section 3, the Company shall be entitled to injunctive relief in addition to any other relief available in equity or at law, and Seiders shall be responsible for reimbursing the Company’s reasonable

-3-


				BDS				JRS
				Company				Seiders

attorneys’ fees. Should any provision of this Section 3 be determined to be unreasonable as to duration, geographic scope or otherwise by a court of competent jurisdiction, the court shall have the authority to modify such provisions to the extent necessary to render them enforceable.

4. Seiders hereby, on behalf of himself, his descendants, ancestors, dependents, heirs, executors, administrators, assigns and successors, fully and forever releases and discharges Company and its parent and it parent’s parent, and its and their subsidiaries, affiliates, divisions, successors, and assigns, together with its and their past and present directors, officers, agents, attorneys, insurers, employees, stockholders, and representatives (“Company’s Related Parties”), from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders or liabilities of whatsoever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, which Seiders now owns or holds or has at any time heretofore owned or held against said Company or Company’s Related Parties through the date of Seiders’ signature on this Agreement. This general release of claims includes without limitation all claims arising out of or in any way connected with Seiders’ employment relationship with Company or the termination of that employment relationship, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Company or any of Company’s Related Parties committed or omitted prior to the date of this Release, including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family Medical Leave Act, and any state or local statute which deals with discrimination or any claim for severance pay, bonus, salary, overtime pay, sick leave, holiday pay, vacation pay, stock options or other stock related compensation or programs, life insurance, health or medical insurance, benefits under any pension, retirement or 401(k) plan or any other fringe benefit, or disability benefit.

The release in the previous paragraph shall not, however, release any rights to (i) those items to be paid as consideration under this Agreement, (ii) payments to which Seiders is entitled under any Company insurance, retirement, profit sharing, deferred compensation, 401(k), or any other Company benefit plan as of the Termination Date – the benefits under which will be paid in accordance with the terms of such plans, it being understood and agreed that neither the consideration paid under the Agreement nor the way that consideration is calculated or paid shall create or enhance any such entitlement, or (iii) reimbursement of any business expenses incurred by Seiders in connection with Company’s business and in accordance with Company’s policy for the reimbursement of such expenses.

-4-


				BDS				JRS
				Company				Seiders

5. Seiders warrants and agrees that he is responsible for any federal, state, and local taxes which may be owed by his by virtue of the receipt of any portion of the consideration herein provided. Company will, however, make any appropriate withholdings on amounts to be paid hereunder, as required by law.

6. Seiders acknowledges that he is hereby advised to consult with an attorney of his choice in regard to this Agreement. Company and Seiders represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, or they have knowingly and willingly not sought the advice of their attorneys. Seiders hereby understands and acknowledges the significance and consequences of an agreement such as this and represents that the terms of this Agreement are fully understood and voluntarily accepted by his.

7. Both Seiders and Company have cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis that the party was the drafter.

8. Seiders further acknowledges that he is being given a period of twenty-one days to consider this Agreement and that, should he sign, he may revoke this Agreement within seven (7) days following his signing of the Agreement by giving written notice of such revocation to Company. Such notice must be dated within such seven day time period and must be received promptly thereafter by Company. This Agreement shall not become effective or enforceable until after the seven (7) day revocation period has expired.

9. Following the Termination Date, Seiders’ “Banked PDOs” under the 2004 PDO Return Program will be paid out pursuant to the terms of the 2004 PDO Return Program. Seiders agrees that any unused PDOs accrued through September 30, 2011 will be taken prior to the Termination Date.

10. Seiders agrees to perform certain actions that may be reasonably necessary in Company’s defense or prosecution of disputes, claims and/or lawsuits that involve matters or events, which occurred during Seiders’ period of employment with Company, above. Such actions would include reviewing files and records, attending and participating in meetings, giving depositions, attending and testifying at trials and performing similar actions. Company agrees to provide reasonable notice, and as much notice as is practicable under the circumstances, to Seiders before requesting Seiders to perform any such actions. Company further agrees to cooperate with Seiders in scheduling all such actions so as not to unduly burden Seiders or to unduly interfere with Seiders’ other activities and responsibilities. Company agrees to promptly reimburse Seiders for all out-of-pocket costs (including travel, meal and lodging costs) reasonably incurred by Seiders in fulfilling Seiders’ responsibilities under this paragraph, upon Seiders’ providing proper documentation of such costs. Also, Company agrees to pay Seiders reasonable compensation for time spent by Seiders fulfilling his responsibilities under this paragraph after September 30, 2011.

-5-


				BDS				JRS
				Company				Seiders

11. Seiders will be considered for a partial 2011 bonus at the time bonuses for 2011 are awarded. Pursuant to the Executive Severance Program, any such bonus would be awarded at the sole discretion of the Company’s CEO and Compensation Committee.

12. Seiders agrees to hold all of Company’s Confidential Information in the strictest confidence and not use any Confidential Information for any purpose and not publish, disseminate, disclose or otherwise make any Confidential Information available to any third party. “Confidential Information” means all information, data, know-how, systems and procedures of a technical, sensitive or confidential nature in any form relating to Company, its parents, subsidiaries, affiliates, franchisees and/or its customers, including, without limitation, all business and marketing plans, marketing and financial information, pricing, profit margin, cost and sales information, operations information, forms, contracts, bids, agreements, legal matters, unpublished written materials, names and addresses of customers, franchisees and prospective customers, systems for recruitment and franchise sales, contractual arrangements, market research data, information about employees, suppliers, franchisees and other companies with which Company has a commercial relationship, plans, methods, concepts, computer programs or software in various stages of development, passwords, source code listings and object code.

13. Seiders agrees to return to Company prior to or upon the Termination Date all Company property and documents that Seiders may have in his possession.

14. Seiders agrees not to use after the Termination Date any computer or network access code or password belonging to Company or made available to his by virtue of his employment with Company, and not to access any computer, network, or data base in the possession or control of Company.

15. Both parties agree to maintain the terms of this Agreement as confidential and not to disclose such terms to any party except that Seiders may disclose the terms of this Agreement to his immediate family and his legal and financial advisors and may disclose the contents of Section 3, i.e. the non-disclosure and non-compete obligation, to prospective employers and that Company may disclose the terms of this Agreement to its financial, accounting and legal advisors or otherwise as may be required by law or necessary for its legitimate business operations

16. If one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

-6-


				BDS				JRS
				Company				Seiders

17. This Agreement constitutes the entire agreement between the parties concerning the termination of Seiders’ employment, the payment of any compensation to Seiders following such termination and all other subjects addressed herein. This Agreement supersedes and replaces all prior negotiations and agreements relating to the subjects addressed herein. All agreements, proposed or otherwise, whether written or oral, concerning all subject matters covered herein are incorporated into this Agreement.

18. Notwithstanding anything contained herein to the contrary, to the extent that any amounts payable to Seiders under the terms of this Agreement constitute non-qualified deferred compensation (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“409A”)) and would be subject to any taxes, interest or penalties if paid or provided to Seiders prior to the six month anniversary of his “separation from service” (within the meaning of 409A), then any such payments or benefits that would otherwise be so provided during such six month period shall instead be withheld and paid to Seiders in a lump sum on the first business day following the six month anniversary of his separation from service, with all remaining payments to be provided as if no such delay had occurred. Each severance installment payable under Section 1(b) hereof shall be treated as a series of separate payments in accordance with 409A.

Intending to be legally bound, the parties hereto affix their signatures below.


7-1-11		/s/ Joseph R. Seiders
Date		Joseph R. Seiders

	CDI Corporation

7-1-11	By:	/s/ Brian D. Short
Date		Brian D. Short
		Senior Vice President, Chief Administrative Officer and General Counsel

-7-

EXHIBIT A

Release and Waiver

Seiders hereby, on behalf of himself, his descendants, ancestors, dependents, heirs, executors, administrators, assigns and successors, fully and forever releases and discharges Company and its parent and it parent’s parent, and its and their subsidiaries, affiliates, divisions, successors, and assigns, together with its and their past and present directors, officers, agents, attorneys, insurers, employees, stockholders, and representatives (“Company’s Related Parties”), from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders or liabilities of whatsoever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, which Seiders now owns or holds or has at any time heretofore owned or held against said Company or Company’s Related Parties through the date of Seiders’ signature on this Agreement. This general release of claims includes without limitation all claims arising out of or in any way connected with Seiders’ employment relationship with Company or the termination of that employment relationship, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Company or any of Company’s Related Parties committed or omitted prior to the date of this Release, including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family Medical Leave Act, and any state or local statute which deals with discrimination or any claim for severance pay, bonus, salary, overtime pay, sick leave, holiday pay, vacation pay, stock options or other stock related compensation or programs, life insurance, health or medical insurance, benefits under any pension, retirement or 401(k) plan or any other fringe benefit, or disability benefit.



Date				Joseph R. Seiders

-8-

EXHIBIT 31.1

CERTIFICATION

I, Paulett Eberhart, certify that:

I have reviewed this quarterly report on Form 10-Q of CDI Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 3, 2011		By: /s/ Paulett Eberhart
		Paulett Eberhart
		President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Robert M. Larney, certify that:

I have reviewed this quarterly report on Form 10-Q of CDI Corp.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 3, 2011	By:	/s/ Robert M. Larney
		Robert M. Larney
		Executive Vice President and Chief Financial Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CDI Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that: 1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	By:	/s/ Paulett Eberhart
		Paulett Eberhart
Dated: November 3, 2011		President and Chief Executive Officer

	By:	/s/ Robert M. Larney
Dated: November 3, 2011		Robert M. Larney
		Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to CDI Corp. and will be retained by CDI Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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